Exhibit 10.2

ExecutionVersion

GUARANTEEANDCOLLATERALAGREEMENT

datedasofJuly21,2026, among

ADTRANHOLDINGS,INC.,asHoldings,

ADTRAN, INC., as the US Borrower, THESUBSIDIARYLOANPARTIES,

and

JPMORGANCHASEBANK,N.A.,

asAdministrativeAgent

TABLEOFCONTENTS

ARTICLEI

Definitions

SECTION1.01.DefinedTerms1

SECTION1.02.OtherDefinedTerms1

ARTICLEII

Guarantee

SECTION2.01.Guarantee4

SECTION2.02.GuaranteeofPayment;ContinuingGuarantee4

SECTION2.03.NoLimitations4

SECTION2.04.Reinstatement5

SECTION2.05.AgreementtoPay;Subrogation5

SECTION2.06.Information6

SECTION2.07.Keepwell6

SECTION2.08.PaymentsFreeofTaxes6

ARTICLEIII

Pledgeof Securities

SECTION3.01.Pledge6

SECTION3.02.DeliveryofthePledgedCollateral7

SECTION3.03.RepresentationsandWarranties7

SECTION3.04.CertificationofLimitedLiabilityCompany8

SECTION3.05.RegistrationinNomineeName;Denominations9

SECTION3.06.VotingRights;DividendsandInterest9

ARTICLEIV

SecurityInterestsinPersonalProperty

SECTION4.01.SecurityInterest11

SECTION4.02.RepresentationsandWarranties12

SECTION4.03.Covenants14

SECTION4.04.CovenantsRegardingIntellectualPropertyCollateral15

SECTION4.05.LimitationsonActions16

ARTICLEV

Remedies

SECTION5.01.RemediesuponDefault17

SECTION5.02.ApplicationofProceeds18

SECTION5.03.GrantofLicensetoUseIntellectualProperty18

SECTION5.04.SecuritiesAct19

ARTICLEVI

Indemnity,SubrogationandSubordination

SECTION6.01.Indemnity20

SECTION6.02.ContributionandSubrogation20

SECTION6.03.Subordination21

SECTION6.04.StandardsforExercisingRemedies21

ARTICLEVII

Miscellaneous

SECTION7.01.Notices22

SECTION7.02.Waivers;Amendment22

SECTION7.03.AdministrativeAgent’sFeesandExpenses;Indemnification22

SECTION7.04.SuccessorsandAssigns23

SECTION7.05.Survivalof Agreement23

SECTION7.06.Counterparts;Effectiveness;ElectronicExecution24

SECTION7.07.Severability25

SECTION7.08.RightofSetoff25

SECTION7.09.GoverningLaw;Jurisdiction;ConsenttoServiceofProcess25

SECTION7.10.WAIVEROFJURYTRIAL26

SECTION7.11.Headings26

SECTION7.12.SecurityInterestAbsolute26

SECTION7.13.TerminationorRelease27

SECTION7.14.AdditionalSubsidiaryLoanParties27

SECTION7.15.AdministrativeAgentAppointedAttorney-in-Fact27

iii

Schedules

ScheduleIInitialSubsidiaryLoanParties

Exhibits

Exhibit IFormof Supplement

ExhibitIIFormofCopyrightSecurityAgreement Exhibit IIIForm of Patent Security Agreement Exhibit IV Trademark Security Agreement

ExhibitVFormofPerfectionCertificateSupplement

GUARANTEEANDCOLLATERALAGREEMENTdatedasofJuly21,2026(as

amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among ADTRAN HOLDINGS, INC., a Delaware corporation (“Holdings”), ADTRAN, INC. (the “US Borrower”), the SUBSIDIARY LOAN PARTIES from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

ReferenceismadetotheCreditAgreementdatedasofJuly21,2026(asamended,restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the US Borrower, Holdings, Adtran Networks SE (the “German Borrower”, and, together with the US Borrower, the “Borrowers”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.The Lenders and the Issuing Banks have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement.The obligations of the LendersandtheIssuingBankstoextendsuchcreditareconditionedupon,amongotherthings,theexecution and delivery of this Agreement.The US Borrower and the other Loan Parties, which are Affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreementandarewillingtoexecuteanddeliverthis Agreementinorderto inducethe Lendersand the Issuing Banks to extend such credit.Accordingly, the parties hereto agree as follows:

ARTICLEI

Definitions

SECTION1.01.DefinedTerms.Eachcapitalizedtermusedbutnotdefinedhereinshall havethemeaningspecifiedintheCreditAgreement;providedthateachtermdefinedintheNewYorkUCC (as defined herein) and not defined in this Agreement shall have the meaning specified in the UCC.The term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(a)

The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

SECTION 1.02. OtherDefinedTerms.AsusedinthisAgreement,thefollowingterms have the meanings specified below:

“AccountDebtor”meansanyPersonthatisormaybecomeobligatedtoanyGrantorunder, with respect to or on account of an Account or a Payment Intangible.

“Collateral”meansArticle9CollateralandPledgedCollateral.

“Copyright License” means any written agreement, now or hereafter in effect, granting to any Person any right under any Copyright now or hereafter owned by any other Person or that such other Person otherwise has the right to license, and all rights of any such Person under any such agreement.

“CopyrightSecurityAgreement”meansanyCopyrightSecurityAgreementsubstantiallyin the form of Exhibit II.

“Copyrights” means all of the following:(a) all works of authorship and copyright rights in any work subject to or protected by the copyright laws of the United States of America or any other country, supranational authority or any political subdivision of any of the foregoing, whether as author, assignee,transfereeorotherwise,(b) allregistrationsandapplicationsforregistrationofanysuchcopyright intheUnitedStatesofAmericaoranyothercountry,supranationalauthorityoranypoliticalsubdivisionof anyoftheforegoing,includingrecordings,supplementalregistrations,andrenewalsorextensionsinthe

United States Copyright Office or any similar office in any other country, supranational authority or any political subdivision of any of the foregoing, including, in the case of any Grantor any of the foregoing set forth under its name in Section 2(b) of the Perfection Certificate, and (c) any other adjacent or other rights related or appurtenant to the foregoing, including moral rights.

“Grantors” means (a) Holdings, (b) the US Borrower, (c) each Subsidiary identified on Schedule I hereto and (d) each Subsidiary that becomes a party to this Agreement as a Grantor after the Effective Date.

“Intellectual Property” means all intellectual property rights and similar property rights of every kind and nature, including Patents, Copyrights, Trademarks, Software, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, and all embodiments or fixations thereof and related documentation, all registrations, applications for registration andfranchises,andalladditions,improvementsandaccessionsto,andbooksandrecordsdescribingorused in connection with, any of the foregoing, all rights to sue and recover damages for past, present and future infringement, misappropriation, dilution or other violation of any of the foregoing.

“Intellectual Property Licenses”means any Patent License,TrademarkLicense,Copyright License, Software License or other written license, sublicense or consent agreement related to Intellectual Property to which any Grantor is a party.

“IP Security Agreement” means any Copyright Security Agreement, Patent Security Agreement, orTrademark Security Agreement.

“Joinder Agreement” means an instrument in the form of Exhibit I, or any other form approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned) and the US Borrower.

“NewYorkUCC”meanstheUniformCommercialCodeasfromtimetotimeineffectin

theStateofNewYork.

“Patent Security Agreement” means any Patent Security Agreement substantially in the form of Exhibit III.

“Patent License” means any written agreement, now or hereafter in effect, granting to any PersonanyrightunderanyPatent,noworhereafterownedbyanyotherPersonorthatanyotherPersonnow or hereafter otherwise has the right to license, and all rights of any such Person under any such agreement.

“Patents” means all of the following:(a) all letters patent of the United States of America ortheequivalentthereofinanyothercountry,supranationalauthorityoranypoliticalsubdivisionofanyof the foregoing, all registrations and recordings thereof and all applications for letters patent of the United States of America or the equivalent thereof in any other country, supranational authority or any political subdivision of any of the foregoing, including, in the case of any Grantor, any of the foregoing set forth under its name in Section 2(b) of the Perfection Certificate, and (b) all reissues, continuations, divisionals, continuations-in-part,reexaminations,supplemental examinations, substitutions,adjustments orextensions thereof, and the inventions disclosed or claimed therein, including the right to make, have made, use, offer to use, sell, offer to sell, dispose, offer to dispose of, import or export the inventions disclosed or claimed therein.

“Perfection Certificate” means the Perfection Certificate dated July 21, 2026, delivered to the Administrative Agent pursuant to the Credit Agreement (as supplemented from time to time, including by a Perfection Certificate Supplement).

“PerfectionCertificateSupplement”meansasupplementtothePerfectionCertificateinthe form of Exhibit V, or any other form approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned) and the US Borrower.

“Pledged Securities” means any stock certificates, unit certificates, limited or unlimited liability membership interest certificates, share certificates or other certificated securities now or hereafter included in the Pledged Equity Interests, including all certificates, instruments or other documents representing or evidencing any Pledged Equity Interests.

“Qualified ECP Loan Party” means, in respect of any Swap Obligation, each Grantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interestbecomesorwouldbecomeeffectivewithrespecttosuchSwapObligationorsuchotherPersonthat constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgatedthereunderandcancauseanotherPersontoqualifyasan“eligiblecontractparticipant”atsuch timebyguaranteeingorenteringintoakeepwellinrespectofobligationsofsuchotherPersonunderSection la(18)(A)(v)(II) of the Commodity Exchange Act.

“QuarterlyUpdateDate”means,atanytime,thedatebywhichaComplianceCertificateis

nextrequiredtobedeliveredpursuanttoSection5.01(d)oftheCreditAgreement.

“Software” means all of the following: (a) computer programs, applications, systems and code,includingsoftwareimplementationsofalgorithms,modelsandmethodologies,sourcecodeandobject code, (b) databases and compilations, including data and collections of data, whether machine readable or otherwise, (c) development and design tools, library functions and compilers, and (d) any cloud storage accounts containing any of the foregoing.

“Software License” means any written agreement, now or hereafter in effect, granting to any Person any right to any Software nowor hereafterowned by any other Person or that any other Person now or hereafter otherwise has the right to license, and all rights of any such Person under any such agreement.

“Subsidiary Loan Party” means each Subsidiary identified as such on Schedule I and each other Subsidiary that becomes a party to this Agreement after the date hereof pursuant to Section 7.14; providedthat if a Subsidiary is released from its obligations hereunder as provided in Section 7.13, such Subsidiary shall cease to be a Subsidiary Loan Party hereunder effective upon such release.

“Trademark License” means any writtenagreement, now or hereafter in effect, granting to any Person any right under any Trademark now or hereafter owned by any other Person or that any other Person now or hereafter otherwise has a right to license, and all rights of any such Person under any such agreement.

“TrademarkSecurityAgreement”meansaTrademarkSecurityAgreementsubstantiallyin

theformofExhibitIV.

“Trademarks” means all of the following:(a) all trademarks, service marks, trade names, corporatenames,companynames,businessnames,fictitiousbusinessnames,tradestyles,tradedress,logos, domainnames,othersourceorbusinessidentifiers,designsandgeneralintangiblesoflikenature,all

registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark OfficeoranysimilarofficeinanyStateoftheUnitedStatesofAmericaoranyothercountry,supranational authority or any political subdivision of any of the foregoing, all extensions or renewals thereof, and all commonlawrightsrelatedthereto,including,inthecaseofanyGrantor,anyoftheforegoingsetforthunder its name in Section 2(b) of the Perfection Certificate, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

“UCC” means the New York UCC; providedthat if by reason of mandatory provisions of law,theperfection,theeffectofperfectionornon-perfectionorpriorityofasecurityinterestisgovernedby thepersonalpropertysecuritylawsofanyjurisdictionotherthanNewYork,theterm“UCC”shallmeanthe UniformCommercialCodeasineffect,atsuchtime,insuchotherjurisdictionforpurposesoftheprovisions hereof relating to such perfection or priority and for the definitions related to such provisions.

ARTICLEII

Guarantee

SECTION2.01.Guarantee.Each Grantor irrevocably and unconditionally guaranteestotheAdministrativeAgent,itssuccessorsandpermittedassigns,forthebenefitoftheSecuredPartiesasa primary obligor and not merely as a surety, by way of an independent payment obligation, the due and punctualpaymentandperformanceoftheSecuredObligations.EachGrantorfurtheragreesthattheSecured Obligationsmay beextended orrenewed,in wholeorin part, oramended ormodified, without noticetoor further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any extension, renewal, amendment or modification of any of the Secured Obligations. Each Grantor waives presentmentto,demandofpaymentfromandprotesttoanyotherGrantorofanyoftheSecuredObligations, and also waives notice of acceptance of its Guarantee hereunder and notice of protest for nonpayment.

SECTION2.02.Guarantee of Payment; Continuing Guarantee.Each Grantor further agrees that its Guarantee hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy,insolvency,receivershipor other similar proceeding shall havestayedtheaccrual or collection of any of the Secured Obligations or operated as a discharge thereof) and not merely of collection, and waivesanyrighttorequirethatanyresortbehadbytheAdministrativeAgentoranyotherSecuredPartyto anysecurityheldforthepaymentofanyoftheSecuredObligationsortoanybalanceofanydepositaccount orcreditonthebooksoftheAdministrativeAgentoranyotherSecuredPartyinfavorofanyother Grantor oranyotherPerson.EachGrantoragreesthatitsGuaranteehereunderiscontinuinginnatureandappliesto all of its Secured Obligations, whether currently existing or hereafter incurred.

SECTION2.03.No Limitations.Except for the termination or release of a Grantor’s obligationshereunderasexpresslyprovidedinSection7.13,theobligationsofeachGrantorhereundershall notbesubjecttoanyreduction,limitation,impairmentorterminationforanyreason,includinganyclaimof waiver, release, surrender, alteration or compromise of any of the Secured Obligations or of any other Grantor, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoeverbyreasonoftheinvalidity,illegalityorunenforceabilityofanyofthe SecuredObligations,any impossibility in the performance of any of the Secured Obligations, or otherwise (except for the defense of paymentinfullofalltheSecuredObligations(otherthancontingentobligationsnotthenpayableandLetters of Credit which have been backstopped or cash collateralized on terms and pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank)).Without limiting the generality of the foregoing, except for termination or release of its obligations hereunder as expressly provided in Section 7.13, the obligations of each Grantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failureoftheAdministrativeAgent,anyotherSecuredPartyoranyotherPersontoassertanyclaimor

demandortoenforceanyrightorremedyundertheprovisionsofanyLoanDocumentorotherwise,(ii) any rescission, waiver, amendment, or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Grantor under this Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by the Administrative Agent or any other Secured Party for any of the Secured Obligations, (iv) any default, failureordelay,willfulorotherwise,intheperformanceofanyoftheSecuredObligations,(v) anyotheract or omission that may or might in any manner or to any extent vary the risk of any Grantor or otherwise operateasa discharge of any Grantorasamatter of lawor equity or (vi)anyother circumstance(including anystatuteoflimitations),oranyexistenceoforrelianceonanyrepresentationbytheAdministrativeAgent, any other Secured Party or any other Person, that might otherwise constitute a defense to, or a legal or equitable discharge of, any Grantor or surety (in each case, except for the defense of payment in full of all of the Secured Obligations (other than contingent obligations not then payable and Letters of Credit which havebeenbackstoppedorcashcollateralizedontermsandpursuanttoarrangementsreasonablysatisfactory to the applicable Issuing Bank)).

(a)

EachGrantorexpresslyauthorizestheSecuredPartiestotakeandholdsecurityfor the payment and performance of the Secured Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security in accordance with its terms and directthe order andmannerofanysale,transferorother dispositionthereof intheirsole discretion,in each case,inaccordance withthe terms of the Loan Documentsor torelease orsubstitute any one ormore other guarantorsorobligorsuponorinrespectoftheSecuredObligations,allwithoutaffectingtheobligationsof any Grantor hereunder.

(b)

Tothefullestextentpermittedbyapplicablelaw,eachGrantorwaivesanydefense basedonorarisingoutofanydefenseofanyotherGrantorortheunenforceabilityoftheSecuredObligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Grantor, other than the Payment in Full of all the Secured Obligations (other than contingent obligations not then payable and Letters of Credit which have been backstopped orcash collateralized on terms and pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank).The Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales in accordance with the terms of the Loan Documents, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with any other Grantor or exercise any other right or remedy available to them against any other Grantor, without affecting or impairing in any way the liability of any Grantor hereunder except to the extent the Secured Obligations (other than contingent obligations not then payable and Letters of Credit which have been backstopped orcash collateralized on terms and pursuant to arrangementsreasonablysatisfactory to the applicableIssuing Bank)havebeenPaid in Full.To the fullest extent permitted by applicable law, each Grantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Grantor against any other Grantor or any security.

SECTION2.04.Reinstatement. Each Grantor agrees that, unless released pursuant to Section7.13(b), its Guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Secured Obligations is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy, insolvency, receivership or other similar proceeding affecting any other Grantor or otherwise.

SECTION2.05.Agreement to Pay; Subrogation.In furtherance of the foregoing and notinlimitationofanyotherrightthattheAdministrativeAgentoranyotherSecuredPartyhasatlaworin equityagainstanyGrantorbyvirtuehereof,uponthefailureofanyotherGrantortopayanySecured

Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepaymentorotherwise,eachGrantorherebypromisestoandwillpromptlypay,orcausetobepaid,tothe Administrative Agent for distribution to the applicable Secured Parties the amount of such unpaid Secured Obligation.Upon paymentby any Grantor ofanysums totheAdministrative Agent as provided above,all rights of such Grantor against any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.

SECTION2.06.Information. EachGrantorassumes(a) allresponsibilityforbeingand keeping itself informed of the Borrowers’ and each other Grantor financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations, and (b)the nature, scope and extent of the risks that such Grantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or any other Secured Party will have any duty to advise such Grantor of information known to it or any of them regarding such circumstances or risks.

SECTION2.07.Keepwell. EachQualifiedECPLoanPartyherebyjointlyandseverally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be neededfromtimetotimebyeachotherGrantorthatwouldotherwisenotbean“eligiblecontractparticipant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Loan PartyshallonlybeliableunderthisSection2.07forthemaximumamountofsuchliabilitythatcanbehereby incurred without rendering its obligations under this Section 2.07 or otherwise under this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greateramount).TheobligationsofeachQualifiedECP LoanPartyunderthisSection2.07shallremainin fullforceandeffectuntiltheSecuredObligations(otherthancontingentobligationsnotthenpayable)have been Paid in Full.Each Qualified ECP Loan Party intends that this Section 2.07 constitute, and this Section2.07shallbedeemedtoconstitute,a“keepwell,support,orotheragreement”forthebenefitofeach other Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

SECTION2.08.Payments Free of Taxes.Each Subsidiary Loan Party hereby acknowledges the provisions of Section 2.17 of the Credit Agreement and agrees to be bound by such provisions with the same force and effect, and to the same extent, as if such Subsidiary Loan Party were a party to the Credit Agreement.

ARTICLEIII

Pledgeof Securities

SECTION3.01.Pledge.As security for the payment and performance in full of the SecuredObligations,eachGrantorherebypledgestotheAdministrativeAgent,itssuccessorsandpermitted assigns,forthebenefitoftheSecuredParties,andherebygrantstotheAdministrativeAgent,itssuccessors andpermittedassigns,forthebenefitoftheSecuredParties,asecurityinterestin,allofsuchGrantor’sright, title and interest in, to and under (a)(i) the shares of capital stock and other Equity Interests now owned or atanytimehereafteracquiredbysuch Grantor,includingthosesetforthoppositethenameofsuch Grantor inSection2(a)(1)ofthePerfectionCertificate,and(ii)allcertificatesandanyotherinstrumentsrepresenting all such Equity Interests (collectively, the “Pledged Equity Interests”); providedthat a Grantor shall not be required to pledge Equity Interests in (x) any Unrestricted Subsidiary or (y) Equity Interests otherwise constitutinganExcludedAsset;(b)(i)thedebtsecuritiesevidencedbyacertificateorotherinstrumentnow ownedoratanytimehereafteracquiredbysuchGrantor,includingthosesetforthoppositethenameofsuch Grantor in Section 2(a)(2) of the Perfection Certificate, and (ii) all promissory notes and other instruments evidencinganyIndebtednessnowheldorobtainedinthefuturebysuchGrantor (includinganypromissory note evidencing loans by such Grantor to the US Borrower or any of its subsidiaries) as of the date hereof,

including those set forth opposite the name of such Grantor in Section 2(a)(2) of the Perfection Certificate (the assets under clauses (b)(i) and (b)(ii), collectively, the “Pledged Debt”); (c) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms of thisSection3.01 and Section3.02; (d)subject to Section3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity Interests and the Pledged Debt; (e)subject to Section3.06, all rights and privileges of such Grantor with respect to the securities, instruments and other property referred to in clauses (a), (b), (c) and

(d)above;and(f)all Proceedsofanyoftheforegoing(theitemsreferredtoinclauses (a)through(f)above being collectively referred to as the “Pledged Collateral”); providedthat if, to the extent and for so long as any of the foregoing assets constitutes an Excluded Asset, the foregoing pledge and security interest shall notattachto,andPledgedEquityInterests,PledgedDebtandPledgedCollateralshallnotinclude,suchasset (itbeingunderstoodthattheforegoingpledgeandsecurityinterestshallimmediatelyattachto,andPledged Equity Interests, Pledged Debt and Pledged Collateral shall immediately include, any such asset (or any portion thereof) upon such asset (or such portion thereof) ceasing to be an Excluded Asset).

SECTION3.02.DeliveryofthePledgedCollateral.

(a)

EachGrantoragreestodeliverorcausetobedeliveredtotheAdministrativeAgent any and all Pledged Securities (other than (i) Pledged Securities (other than those issued by a Subsidiary) thatarepubliclytradedsecuritiessubjecttoadepositarysuchasDTC,orotherwiseheldthroughasecurities intermediary or in a securities account, and (ii) Cash Equivalents) and Pledged Debt (other than Pledged Debt that are publicly traded securities subject to a depositary such as DTC, or otherwise held through a securitiesintermediaryorinasecuritiesaccount) (A)onorpromptlyafterthedatehereof,andinanyevent no later than July 31, 2026(orsuchlater dateastheAdministrativeAgent may agreeinitssolediscretion), in the case of any such Pledged Securities owned by such Grantor on the date hereof, and (B) on or before the next Quarterly Update Date, in the case of any such Pledged Securities acquired by such Grantor after the date hereof; providedthat no Grantor shall be required to deliver to the Administrative Agent (x) any Pledged Securities representing Equity Interests in any Person that is not a Subsidiary, any Subsidiary that is not a wholly-owned Subsidiary or any Immaterial Subsidiary or (y) any Pledged Debt in an individual principal amount of less than $5,000,000.

(b)

Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock or note powers, as applicable, duly executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Administrative Agent duly executed by the applicable Grantor in blank and by such other instruments and documents as the Administrative Agent may reasonably request and (ii) any Pledged Debt shall be accompanied by a bond power or other undated instruments of transfer duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably request.

SECTION 3.03. Representations and Warranties.The Grantors represent and warrant to the Administrative Agent, for the benefit of the Secured Parties, that:

(a)

Section2(a)ofthePerfectionCertificatesetsforth,asofthedatethereof,atrueand complete list withrespect to each Grantor of (i)all thePledged Equity Interests owned by such Grantor (a) inSubsidiariesofsuchGrantor,or(b)havinganindividualvalueinexcessof$5,000,000,togetherwiththe type of organization which issued such equity interests (e.g., corporation, limited liability company, partnership or trust) and specifying the issuer and certificate number, if any, of, and the number and percentage of ownership represented by, such Equity Interests and (ii)all the Pledged Debt (a) owed to the USBorrowerortheSubsidiaryLoanPartiesconsistingofallintercompanynotesbetweenoramongtheUS BorrowerandtheSubsidiaryLoanParties,or(b)havinganindividualprincipalamountinexcessof

$5,000,000,ineachcasespecifyingthecreditoranddebtorthereunderandthetypeandoutstandingprincipal amount thereof and the maturity date applicable thereto;

(b)

with respect to the Pledged Equity Interests and the Pledged Debt issued, in each case,bytheUSBorroweroranySubsidiary,suchPledgedEquityInterestsandPledgedDebthavebeenduly andvalidlyauthorizedandissuedbytheissuersthereofand(i) inthecaseofsuchPledgedEquityInterests, are fully paid and nonassessable and (ii) in the case of such Pledged Debt, are legal, valid and binding obligations of such issuers thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium,windinguporotherlawsaffectingcreditors’rightsgenerallyandtogeneralprinciplesofequity, regardless of whether considered in a proceeding in equity or at law;

(c)

except for the security interests granted hereunder and under any other Loan Documents, each of the Grantors (i)as of the date hereof is the direct owner, beneficially and of record, of the Pledged Securities indicated in Section 2(a) of the Perfection Certificate as owned by such Grantor and

(ii)will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than the Liens created by this Agreement and the other Loan Documents and other Liens permitted pursuant to the Credit Agreement), however arising, of all Persons whomsoever;

(d)

exceptforrestrictionsandlimitationsimposedbytheLoanDocumentsorsecurities laws generally and by applicable local law in the case of Equity Interests in any Foreign Subsidiary, and except for limitations and restrictions with respect to any Person that is not a wholly-owned Subsidiary or that are otherwise not prohibited by the Credit Agreement, (i) the Pledged Collateral is freely transferable and assignable and (ii) none of the Pledged Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise adversely affect, in each case in a material respect, the pledge of such Pledged Collateral hereunder, the sale, transfer or other disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;

(e)

each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(f)

subject to applicable local law in the case of Equity Interests in any Foreign Subsidiary, by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities constituting certificated securities are delivered to the Administrative Agent in accordance with thisAgreement,theAdministrativeAgentwillobtainalegal,validandperfectedfirstprioritylienuponand security interest in such Pledged Securities (subject to Liens permitted pursuant to the Credit Agreement), as security for the payment and performance of the Secured Obligations; and

(g)

subject to applicable local law in the case of any Equity Interests in any Foreign Subsidiary,thepledgeeffectedherebyiseffectivetovestintheAdministrativeAgent,forthebenefitofthe Secured Parties, the rights of the Administrative Agent in the Pledged Collateral as set forth herein.

SECTION3.04.CertificationofLimitedLiabilityCompany. Subjecttoapplicablelocal law in the case of Equity Interests in any Foreign Subsidiary, each Grantor acknowledges and agrees that

(a)

to the extent any interest in any limited liability company now or in the future owned by such Grantor (or by such Grantor and one or more other Grantors) and pledged hereunder is a “security” within the meaningofArticle8oftheUCCandisgovernedbyArticle 8oftheUCC,suchinterestshallbecertificated, and such certificates shall be delivered to the Administrative Agent in accordance with, and to the extent required by, Section3.02(a), and (b)each such interest shall at all times hereafter continue to be such a securityandrepresentedbysuchcertificate.EachGrantorfurtheracknowledgesandagreesthatwithrespect toanyinterestinanylimitedliabilitycompanynoworinthefutureownedbysuchGrantor(orbysuch

Grantor and one ormoreother Grantors) and pledgedhereunder thatisnota “security” withinthemeaning of Article 8 oftheNew York UCC, the termsofsuchinterest shall at notimeprovidethat suchinterest isa “security”withinthemeaningofArticle 8oftheUCC,norshallsuchinterestberepresentedbyacertificate, unless such certificate shall be delivered to the Administrative Agent in accordance with, and to the extent required by, Section 3.02(a).

SECTION3.05.Registration in Nominee Name; Denominations. The Administrative Agent,onbehalfoftheSecuredParties,shallhavetheright(initsdiscretion)toholdthePledgedSecurities inthenameoftheapplicableGrantor,endorsedorassignedinblankorinfavoroftheAdministrativeAgent or, if an Event of Default shall have occurred and be continuing, and following written notice from the Administrative Agent to the applicable Grantor (except that no such notice shall be required in the case of anEventofDefaultunderSection 7.01(i)or7.01(j)oftheCreditAgreement)initsownnameaspledgee,or in the nameofits nominee(as pledgee,or as sub-agent).If an Event of Default shallhaveoccurred and be continuing,theAdministrativeAgentshallatalltimeshavetherighttoexchangethecertificatesrepresenting Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION3.06.Voting Rights; Dividends and Interest.Unless and until an Event of Default shall have occurred and be continuing and, other than in the case of an Event of Default under Section7.01(i)or7.01(j)oftheCreditAgreement,theAdministrativeAgentshallhavenotifiedtheGrantors that their rights under this Section 3.06 are being suspended:

(i)

each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purposenotinconsistentwiththetermsofthisAgreement,theCreditAgreementandtheotherLoan Documents, including the right to sell, transfer or otherwise dispose of such Pledged Collateral to the extent not prohibited by the Credit Agreement;

(ii)

the Administrative Agent shall promptly execute anddeliver toeach Grantor, orcausetobepromptlyexecutedanddeliveredtosuchGrantor,allsuchproxies,powersofattorney, certificates and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to Section 3.06(a)(i); and

(iii)

each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral totheextentandonlytotheextentthatsuchdividends,interest,principalandotherdistributionsare permitted by, and are otherwise paid or distributed in accordance with, the termsand conditions of the Credit Agreement, the other Loan Documents and applicable laws; providedthat any noncash dividends,interest,principalorotherdistributionsthatwouldconstitutePledgedEquityInterestsor Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation,amalgamation,acquisitionorotherexchangeofassetstowhichsuchissuermaybea partyorotherwise,shallbeandbecomepartofthePledgedCollateraland,ifreceivedbyanyGrantor and required to be delivered to the Administrative Agent hereunder, shall be promptly delivered to the Administrative Agent in the same form as so received (with any endorsements, stock or note powers and other instruments of transfer reasonably requested by the Administrative Agent).

(b)

Upon the occurrence and duringthe continuanceof anEvent of Default and, other than in thecaseofan EventofDefaultunderSection 7.01(i)or7.01(j)oftheCreditAgreement, after the

AdministrativeAgentshallhavenotifiedtheGrantorsofthesuspensionoftheirrightsunder Section3.06(a)(iii),allrightsofany Grantortodividends,interest,principalorotherdistributionsthatsuch Grantor is authorized to receive pursuant to Section3.06(a)(iii) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions.All dividends, interest,principalorotherdistributionsreceivedbyanyGrantorcontrarytotheprovisionsofthis Section3.06 shall be held in trust for the benefit of theAdministrative Agent and the other Secured Parties and shall be promptly delivered to the Administrative Agent upon demand in thesame form as so received (withanyendorsements,stockornotepowersandotherinstrumentsoftransferreasonablyrequestedbythe AdministrativeAgent).AnyandallmoneyandotherpropertypaidovertoorreceivedbytheAdministrative Agentpursuanttotheprovisionsofthis Section3.06(b)shallberetainedbytheAdministrativeAgentinan account to be established by the Administrative Agent upon receipt of such money or other property, shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 5.02.After such Events of Default have been cured or waived andtheUSBorrowerhasdeliveredtotheAdministrativeAgentacertificateofaResponsibleOfficerof the US Borrower to that effect (it being understood that any waiver in writing executed by the Administrative Agent and the US Borrower shall satisfy such notice obligation), the Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such GrantorwouldotherwisebepermittedtoretainpursuanttothetermsofSection 3.06(a)(iii)andthatremain in such account.

(c)

Upon the occurrence and during the continuance of an Event of Default and, other than in the case of an Event of Default under Section 7.01(i) or 7.01(j) of the Credit Agreement, after the AdministrativeAgentshallhavenotifiedtheGrantorsofthesuspensionoftheirrightsunder Section3.06(a)(i), all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 3.06(a)(i), and the obligations of the Administrative Agent under Section3.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; providedthat, unless otherwise directed by the Required Lenders, the Administrative AgentshallhavetherightfromtimetotimefollowingandduringthecontinuanceofanEventofDefaultto permittheGrantorstoexercisesuchrights.AftersuchEventsofDefaulthavebeencuredorwaivedandthe US Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the US Borrowertothateffect(itbeingunderstoodthatanywaiverinwritingexecutedbytheAdministrativeAgent and the US Borrower shall satisfy such notice obligation), all rights vested in the Administrative Agent pursuant to this Section 3.06(c) shall cease, and the Grantors shall have the exclusive right to exercise the votingandconsensualrightsandpowerstheywouldotherwisebeentitledtoexercisepursuantto Section3.06(a)(i), and the obligations of the Administrative Agent under Section3.06(a)(ii) shall be in effect.

(d)

Any notice given by the Administrative Agent to the Grantors suspending their rights under Section3.06(a) (i)may be given with respect to one or more of the Grantors at the same or different times and (ii)may suspend the rights and powers of the Grantors under Section3.06(a)(i) or 3.06(a)(iii)inpartwithoutsuspendingallsuchrightsorpowers(asspecifiedbytheAdministrativeAgentin itssoleandabsolutediscretion)andwithoutwaivingorotherwiseaffectingtheAdministrativeAgent’sright to give additional notices from time to time suspending other rights and powers so long as an Event of Default has occurred and is continuing.

(e)

Each Grantor hereby consents, in its capacity as shareholder, member, manager or partnerofanyPersoninwhichsuchGrantorholdsanEquityInterest,tothetransfer ofanyEquityInterests in any such Person constituting Collateral, in each case resulting from the Administrative Agent’s exercise of rights and remedies pursuant to Section 5.01.

ARTICLEIV

SecurityInterestsinPersonalProperty

SECTION4.01.SecurityInterest.Assecurityforthepaymentandperformanceinfull of the Secured Obligations, each Grantor hereby grants to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right,titleandinterestin,toandunderanyandallofthefollowingassetsnowownedoratanytimehereafter acquiredbysuchGrantororin,toorunderwhichsuchGrantornowhasoratanytimehereaftermayacquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i)

allAccounts;

(ii)

allChattelPaperandElectronicChattelPaper;

(iii)

allcashandDepositAccounts;

(iv)

all Documents;

(v)

allEquipment;

(vi)

allGeneralIntangibles,includingallIntellectualProperty;

(vii)

allIntellectualPropertyLicenses;

(viii)

allInventory;

(ix)

allother Goods;

(x)

allInstruments;

(xi)

allInvestmentProperty;

(xii)

allLetter-of-CreditRights;

(xiii)

all Commercial Tort Claims described in in Section 2(d) of the Perfection Certificate,assuchschedulemaybesupplementedfromtimetotimepursuanttoSection4.02(e);

(xiv)

allbooksandrecordspertainingtotheArticle9Collateral;and

(xv)

totheextentnototherwiseincluded,allProceedsandproductsofanyandall oftheforegoingandall collateralsecurityandguaranteesgivenbyanyPersonwithrespect toany of the foregoing;

providedthat if, to the extent and for so long as any asset is an Excluded Asset, the Security Interest shall not attach to, and Article9 Collateral shall not include, such asset (it being understood that the Security Interest shall immediately attach to, and Article 9 Collateral shall immediately include, any such asset (or any portion thereof) upon such asset (or such portion thereof) ceasing to be an Excluded Asset); providedfurther that the Administrative Agent shall release any asset that is an Excluded Asset pursuant to clause (h)(B) of the definition thereof upon the request of any Grantor in accordance with such Grantor’s instructions.

(b)

Each Grantor hereby irrevocably authorizes the Administrative Agent (or its designee)atanytimeandfromtimetotimetofileinanyrelevantjurisdictionanyfinancingstatementswith respecttotheArticle9Collateraloranypartthereofandamendmentstheretothat(i)describethecollateral covered thereby in any manner that the Administrative Agent reasonably determines is necessary or advisable to ensure the perfection of the security interest in the Article 9 Collateral granted under this Agreement,includingindicatingtheCollateralas“allassets”ofsuchGrantororwordsofsimilareffect,and

(ii)contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislationofeachapplicablejurisdictionforthefilingofanyfinancingstatementoramendment,including whether such Grantoris anorganization, the type of Grantor agreesto provide theinformation required for any such filing to the Administrative Agent promptly upon request.

TheAdministrativeAgent(oritsdesignee)isfurtherauthorizedbyeachGrantortofilewith the United States Patent and Trademark Office or the United States Copyright Office (or any successor office)suchdocuments(includingIPSecurityAgreements)asmaybereasonablynecessaryoradvisablefor the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by such Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party; providedthat notwithstanding anything to the contrary in any of the Loan Documents, the Grantors shallnothaveanyobligationtoperfectanySecurityInterestinorLienonanyArticle9Collateralconsisting of Intellectual Property, or record any notice thereof, in any jurisdiction other than the United States.

(c)

The Security Interest and the security interest granted pursuant to Article III are granted as security only and shall not subject the Administrative Agent or any other Secured Partyto, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

SECTION4.02.Representations and Warranties.The Grantors represent and warrant to the Administrative Agent, for the benefit of the Secured Parties, that:

(a)

EachGrantorhasgoodandvalidtitleto(orvalidlicenses orotherrightsinrespect of) the Article 9 Collateral with respect to which it has purported to grant the Security Interest, except for Liens permitted pursuant to the Credit Agreement and except where the failure to have such title, or such valid license or other rights, would not reasonably be expected to have, individually or in the aggregate, a MaterialAdverseEffect,andhasfullpowerandauthoritytogranttotheAdministrativeAgenttheSecurity Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordancewiththetermsofthisAgreement,withouttheconsentorapprovalofanyotherPersonotherthan any consent or approval that has been obtained and except to the extent that failure to obtain such consent or approval, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(b)

The information set forth in the Perfection Certificate, including the exact legal nameandjurisdiction of organization of each Grantor,is correct andcompleteinall material respects as of thedatehereof.TheUniformCommercialCodefinancingstatementspreparedbytheAdministrativeAgent and deliveredtothe US Borrower onor priortothe date hereof based upon theinformation providedtothe AdministrativeAgentinthePerfectionCertificateareallthefilings,recordingsandregistrations(otherthan filingsrequiredtobemadeintheUnitedStatesPatentandTrademarkOfficeortheUnitedStatesCopyright OfficeinordertoperfecttheSecurityInterestinArticle 9CollateralconsistingofUnitedStatesPatents(and Patents for which United States applications for registration are pending), United States registered Trademarks (and Trademarks for which United States applications for registration are pending), United States registered Copyrights (and Copyrights for which United States applications for registration are pending), and exclusive Copyright Licenses to United States registered Copyrights (and Copyrights for whichUnitedStatesapplicationsforregistrationarepending)underwhichaGrantoristhelicenseeasofthe

date hereof, that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration of Uniform Commercial Code financing statements in the United States of America (or any political subdivision thereof), and no further or subsequent filing, refiling, recording, rerecording, registrationorreregistrationofUniformCommercialCodefinancingstatementsisnecessarywithrespectto any such Article9Collateral in anysuchjurisdiction,except as provided under applicablelawwith respect to the filing of continuation statements.Tothe extentapplicable, a Patent Security Agreement, Trademark Security Agreement and a Copyright Security Agreement, in each case containing a description of the Article9CollateralconsistingofUnitedStatesPatents(andPatentsforwhichUnitedStatesapplicationsfor registration are pending), United States registered Trademarks (and Trademarks for which United States applications for registration are pending), United States registered Copyrights (and Copyrights for which United States applications for registration are pending), and exclusive Copyright Licenses to United States registered Copyrights (and Copyrights for which United States applications for registration are pending) under which a Grantor is the licensee, as applicable, as of the date hereof, and executed by each Grantor owning any such Article 9 Collateral, have been delivered to the Administrative Agent for recording with theUnitedStatesPatentandTrademarkOfficeortheUnitedStatesCopyrightOffice,asapplicable,pursuant to 35U.S.C.§261, 15U.S.C. §1060 or 17U.S.C.§205 and the regulations thereunder, as applicable, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the AdministrativeAgent(forthebenefitoftheSecuredParties)inrespectofallArticle 9Collateralconsisting of United States Patents (and Patents for which United States applications for registration are pending), United States Trademarks (and Trademarks for which United States applications for registration are pending),UnitedStatesCopyrights(andCopyrightsforwhichUnitedStatesapplicationsforregistrationare pending), and exclusive Copyright Licenses to United States registered Copyrights (and Copyrights for which United States applications for registration are pending) under which a Grantor is the licensee, as of thedate hereof,inwhichasecurityinterest may be perfectedbysuchfiling,recordingorregistrationinthe UnitedStatesofAmerica(oranypoliticalsubdivisionthereof),andnofurtherorsubsequentfiling,refiling, recording, or rerecording, registration or reregistration is necessary with respect to any such Article 9 Collateral(otherthansuchactionsasarenecessarytoperfecttheSecurityInterestwithrespecttoanyArticle 9 Collateral consisting of United States Patents (and Patents for which United States applications for registration are pending), United States Trademarks (and Trademarks for which United States applications forregistrationarepending),UnitedStatesCopyrights(andCopyrightsforwhichUnitedStatesapplications for registration are pending), acquired or applied for (or, in the case of such exclusive Copyright Licenses, entered into) after the date hereof).

(c)

The Security Interest constitutes (i)a legal and valid security interest in all the Article9CollateralsecuringthepaymentandperformanceoftheSecuredObligations,(ii) subjecttofilings of the types described in Section4.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States of America (or any political subdivision thereof) pursuant to the Uniform CommercialCodeand(iii)subjecttofilingsofthetypesdescribedinSection4.02(b),asecurityinterestthat shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt andrecordingofanIPSecurityAgreementwiththeUnitedStatesPatentandTrademarkOfficeortheUnited States Copyright Office, as applicable.The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens permitted pursuant to the Credit Agreement.

(d)

Section2(b)ofthePerfectionCertificatesetsforth,asofthedatehereof,atrueand complete list, in all material respects with respect to each Grantor, of (i)all Patents that have been granted by the United States Patent and Trademark Office, and Patents for which United States applications are pending, (ii)all Copyrights that have been registered with the United States Copyright Office, and CopyrightsforwhichUnitedStatesregistrationapplicationsarepending,(iii)allexclusiveCopyright

Licenses to United States registered Copyrights (and Copyrights for which United States applications for registration are pending) under which a Grantor is the licensee, and (iv) all Trademarks that have been registered with the United States Patent and Trademark Office, and Trademarks for which United States registration applications are pending.All material Intellectual Property listed in Section 2(b) of the PerfectionCertificateisownedand,totheknowledgeofsuchGrantor,recordedinthenameofsuchGrantor, subsistingandunexpired,andtotheknowledgeofsuchGrantor,validandenforceable,ineachcase,except as otherwise permitted by this Agreement and the other Loan Documents.

(e)

Section2(d)ofthePerfectionCertificatesetsforth,asofthedatethereof,atrueand completelist,withrespecttoeachGrantor,ofeachCommercialTortClaiminrespectofwhichacomplaint or a counterclaim has been filed by such Grantor, seeking damages in an amount reasonably estimated to exceed $10,000,000, including a summary description of such claim.If, after the date hereof, any Grantor shall hold or acquire a Commercial Tort Claim in an amount reasonably estimated to exceed $10,000,000, suchGrantorshallnotifytheAdministrativeAgentthereofbythenextQuarterlyUpdateDateandsuchnew claims will be deemed to supplement the Perfection Certificate for purposes of the definition of Article 9 Collateral herein.

SECTION4.03.Covenants.Each Grantor shall, at its own expense take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons, except with respectto Article 9 Collateral that such Grantor determinesinits good faith businessjudgment is no longer necessary or beneficial to the conduct of such Grantor’s business and except where the failure to do so, individually or in the aggregate, would not result in a Material Adverse Effect, and to defend the SecurityInterestoftheAdministrativeAgentinArticle 9CollateralandtheprioritythereofagainstanyLien not permitted pursuant to the Credit Agreement, subject to the rights ofsuch Grantor under Section9.21 of the Credit Agreement and corresponding provisions of the Security Documents to obtain a release of the Liens created under the Security Documents; provided that, nothing herein shall prevent any Grantor from discontinuing the operation or maintenance of any of its assets or properties if such discontinuance is permitted by the Credit Agreement.

(a)

EachGrantoragreesatitsownexpense,toexecute,acknowledge,deliverandcause to be duly filed all such further instruments, financing statements, agreements and documents and take all other actions as may be required by Section 5.13 of the Credit Agreement or under applicable law and that the Administrative Agent may reasonably request in writing to effectuate the provisions of the Loan Documents. Each Grantor will provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created pursuant to this Agreement.

(b)

Atitsoption,aftertheoccurrenceandduringthecontinuanceofanEventofDefault, the Administrative Agent may discharge past due Taxes, assessments, charges, fees and Liens at any time leviedorplacedontheArticle 9CollateralthatarenotpermittedbytheCreditAgreement,andmaypayfor the maintenance and preservation of the Article9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement, this Agreement or the other Loan Documents, and each Grantor, jointly andseverally,agreestoreimbursetheAdministrativeAgentforanypaymentmadeoranyexpenseincurred by the Administrative Agent pursuant to the foregoing authorization in accordance with the provisions of Section 9.03(a) of the Credit Agreement; providedthat nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on theAdministrative Agent or any other SecuredPartytocureorperform,anycovenantsorother promisesofany Grantor withrespectto Taxes, assessments, charges, fees or Liens and maintenance as set forth herein or in the other Loan Documents.

(c)

No Grantor shall be relieved by this Agreement from any liability to observe and performalltheconditionsandobligationstobeobservedandperformedbyitundereachcontract,agreement orinstrumentrelatingtotheArticle 9Collateral,allinaccordancewiththetermsandconditionsthereof,and

eachGrantor,jointlyandseverally,agrees,ineachcase, totheextentandsubjecttothelimitationssetforth in Section9.03 of the Credit Agreement,to indemnifyand hold harmless the Administrative Agentand the SecuredPartiesfromandagainstanyandallliabilityfortheobservanceandperformanceofalltheconditions andobligationstobeobservedandperformedbysuchGrantorundereachcontract,agreementorinstrument relatingtotheArticle9Collateral.NeithertheAdministrativeAgentnoranyotherSecuredPartyshallhave any obligation or liability under any contract, agreement or instrument relating to the Article 9 Collateral (other than the Loan Documents) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Secured Party of any payment relating thereto, nor shall the Administrative Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any contract, agreement or instrument relating to the Article 9 Collateral.

(d)

The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to their assets in accordance with the requirements set forth in Section5.05 of the Credit Agreement.Each Grantor irrevocably makes, constitutes and appoints the AdministrativeAgent(andallofficers,employeesoragentsdesignatedbytheAdministrativeAgent)assuch Grantor’strueandlawfulagent(andattorney-in-fact)forthepurpose,solelyupontheoccurrenceandduring the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respectthereto.In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the GrantorshereunderoranyEventofDefault,initssolediscretion, solelyaftertheoccurrenceandduringthe continuance of an Event of Default, obtain and maintain such policies of insurance, in accordance with Section 5.05 of the Credit Agreement, mutatis mutandis, and pay such premium and take any other actions withrespecttheretoastheAdministrative Agentdeems necessaryand/oradvisable.All sums disbursedby the Administrative Agent inconnection withthis paragraph, includingreasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Administrative Agent and shall be additional Secured Obligations secured hereby.

SECTION4.04.Covenants Regarding Intellectual Property Collateral. Each Grantor agreesthatitwill notdoanyactoromittodoanyact(andwillexercisecommerciallyreasonableeffortsto preventitslicenseesfromdoinganyactoromittingtodoanyact)wherebyanyPatentmaterialtotheconduct ofthebusinessoftheBorrowersandtheirRestrictedSubsidiaries,takenasawhole,maybecomeinvalidated or dedicated to the public (except as a result of expiration of such Patent at the end of its statutory term).

(a)

EachGrantor(eitheritselforthroughitslicenseesoritssublicensees)agreesthatit will, for each Trademark material to the conduct of the business of the US Borrower and its Restricted Subsidiaries, taken as a whole, (i) maintain such Trademark in full force free from any valid claim of abandonmentorinvalidityfornon-use,(ii)maintainthequalityofproductsandservicesofferedundersuch Trademarks substantially consistent with the quality of products and services current offered, and (ii) not knowinglyuseorknowinglypermittheuseofsuchTrademarkinviolationofanythirdpartyrights,ineach case.

(b)

Each Grantor agrees that it will not intentionally do any act or omit to do any act whereby (i) any Copyright material to the conduct of the business of the Borrowers and their Restricted Subsidiaries, taken as a whole, may become invalidated, otherwise impaired or fall into the public domain

or(ii)anyCopyrightmaterialtotheconductofthebusinessoftheUSBorroweranditsRestricted Subsidiaries, taken as a whole, may become publicly available or otherwise unprotectable.

(c)

IntheeventthatanyGrantor,eitheritselforthroughanyagent,employee,licensee or designee, develops or acquires an ownership or other interest in any Intellectual Property or Intellectual PropertyLicensesaftertheEffectiveDate(“After-AcquiredIntellectualProperty”),(i)theprovisionsofthis Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property shall automatically become part of the Collateral consisting of Intellectual Property subject to the terms and conditions of this Agreement with respect thereto. To the extent any such After-Acquired Intellectual Property consists of (i) a United States issued Patent (or Patent for which a United States application for registrationispending),(ii)aUnitedStatesregisteredTrademark(oraTrademarkforwhichaUnitedStates application for registration is pending), (iii) a United States registered Copyright (or a Copyright for which a United States application for registration is pending), or (iv) an exclusive Copyright License to a United StatesregisteredCopyright(oraCopyrightforwhichaUnitedStatesapplicationforregistrationispending) underwhichaGrantoristhelicensee,suchGrantorshall,concurrentlywiththenextdeliveryofanyfinancial statements pursuant to Section 5.01(a) or 5.01(b) of the Credit Agreement in respect of the period during which such Intellectual Property was acquired, execute and deliver an appropriate IP Security Agreement substantially in the form of Exhibit II, Exhibit III or Exhibit IV hereto, as applicable, to evidence the Administrative Agent’s first priority lien upon and security interest in such After-Acquired Intellectual Property, and shall make (or authorize the Administrative Agent to make) all necessary or reasonably desirable recordations of such IPSecurity Agreementswith the United States Patent and Trademark Office or the United States Copyright Office, as applicable.

(d)

Each Grantor shall notify the Administrative Agent promptly if it has actual knowledgethat anyapplicationorregistrationrelatingtoanyownedIntellectualProperty(noworhereafter existing) material to the conduct of the business of the US Borrower and its Restricted Subsidiaries, taken as a whole, may become abandoned, cancelled or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding intheUnitedStatesPatentandTrademarkOffice,theUnitedStatesCopyrightOffice,oranycourtorsimilar officeofanycountryorpoliticalsubdivisionthereof)regardingsuchGrantor’sownershipof,orthevalidity orenforceabilityof,anysuchmaterialownedIntellectualProperty,itsrighttoregisterthesame,oritsright to keep and maintain the same, except where the abandonment, cancellation or dedication to the public of suchIntellectualProperty,oradversedeterminationordevelopmentwouldnotresultinaMaterialAdverse Effect.

SECTION4.05.Limitations on Actions.Notwithstanding anything to the contrary in this Agreement no Grantor shall be required to take any action in connection with any Collateral (and no Lien on or security interest in any Collateral shall be required to be perfected) that is not required by the Credit Agreement.

Notwithstandinganythingtothecontraryherein,noGrantorshallberequiredtoperfectthe Security Interest created hereby by any means other than (i) filings pursuant to the Uniform Commercial CodeasenactedintherelevantjurisdictionsofformationorincorporationofsuchGrantors,(ii)filingswith the United States Patent and Trademark Office and/or the United States Copyright Office with respect to registeredIntellectual Property(including applicationstherefor) andexclusiveCopyright Licenses and(iii) in the case of Collateral that constitutes instruments, certificated securities or negotiable documents, possession or control by the Administrative Agent in the United States.

ARTICLEV

Remedies

SECTION5.01.Remedies upon Default.Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Administrative Agent on demand, and it is agreed that upon the occurrence and during the continuance of an EventofDefault,the AdministrativeAgent, on behalfofthe SecuredParties, shallhavetherighttotake anyoforallthefollowingactionsatthesameordifferenttimes:(a) withrespecttoanyArticle9Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Administrative Agent, ortolicense orsublicense, whethergeneral, special or otherwise,andwhetheronan exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall determine (other than in violation of any then-existinglicensingarrangementstotheextentthatwaiverscannotbeobtained),(b) withorwithoutlegal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and (c) generally, to exerciseanyandallrightsandremediesaffordedtoasecuredpartyundertheUniformCommercialCodeor other applicable law.Without limiting the generality of the foregoing, each Grantor agrees that upon the occurrenceandduringthecontinuanceofanEventofDefault,theAdministrativeAgentshallhavetheright, subjecttothemandatoryrequirementsofapplicablelaw,tosellorotherwisedisposeofalloranypartofthe Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon creditorforfuturedeliveryastheAdministrativeAgentshalldeemappropriate.TheAdministrativeAgent shallbeauthorizedatanysuchsaleofsecurities(ifitdeemsitadvisabletodoso)torestricttheprospective biddersorpurchaserstoPersonsthatwillrepresentandagreethattheyarepurchasingtheCollateralfortheir ownaccount forinvestmentandnot withaviewtothedistributionorsalethereof,anduponconsummation ofanysuchsaletheAdministrativeAgentshallhavetherighttoassign,transferanddelivertothepurchaser or purchasers thereof the Collateral so sold.Each such purchaser at any sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now hasormayat anytimeinthefuturehaveunderanyruleoflaworstatutenowexistingorhereafterenacted.

Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral applied to the Secured Obligations are insufficient to result in payment in full of the Secured Obligations.When applying Collateral against the Secured Obligations, unless otherwise provided in the Credit Agreement, any Secured Obligations which are purchase money obligations or represent proceeds of loansutilized to acquire the Collateral shall be deemed to be paid last.Each Grantor waives all rights of marshalling, valuation and appraisal in respect of the Collateral.

The Administrative Agent shall give the applicable Grantor 10days’ prior written notice (whicheachGrantoragreesisreasonablenoticewithinthemeaningofSection 9-611oftheNewYorkUCC oritsequivalentinotherjurisdictions)oftheAdministrativeAgent’sintentiontomakeanysaleofCollateral. Suchnotice,inthecaseofapublicsale,shallstatethetimeandplaceforsuchsaleand,inthecaseofasale at abroker’sboardoron asecuritiesexchange,shall statetheboardorexchangeat whichsuchsaleistobe made and the day on which the Collateral or portion thereof will first be offered for sale at such board or exchange.Any such public sale shall be held at such time or times within ordinary business hours and at suchplaceorplacesastheAdministrativeAgentmayfixandstateinthenotice(ifany)ofsuchsale.Atany such sale, but only during the continuance of an Event of Default, the Collateral, or portion thereof, to be soldmaybesoldinonelotasanentiretyorinseparateparcels,astheAdministrativeAgentmay(initssole and absolute discretion)determine.The Administrative Agentshall not be obligated to make any sale of

any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shallhavebeengiven.TheAdministrativeAgentmay,withoutnoticeorpublication,adjournanypublicor private sale or cause the same to be adjourned from time to time by announcement at the time and place fixedforsale,andsuchsalemay,withoutfurthernotice(exceptanynoticerequiredbylaw),bemadeatthe time and place to which the same was so adjourned.In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent untilthesalepriceispaidbythepurchaserorpurchasersthereof,buttheAdministrativeAgentandtheother SecuredPartiesshallnotincuranyliabilityincaseanysuchpurchaserorpurchasersshallfailtotakeupand pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice.For purposes hereof, a written agreement to purchase the Collateral or any portion thereof that is entered into during the continuance of an Event of Default shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall beentitledtothereturnoftheCollateraloranyportionthereofsubjectthereto,notwithstandingthefactthat after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied andthe Secured Obligations (other than contingent obligations not then payable and Letters of Credit which have been backstopped or cash collateralized on terms and pursuant to arrangements reasonablysatisfactorytotheapplicableIssuingBank)paidinfull.Asanalternativetoexercisingthepower ofsalehereinconferreduponit,theAdministrativeAgentmayproceedbyasuitorsuitsat laworinequity toforeclosethisAgreementandtoselltheCollateraloranyportionthereofpursuanttoajudgmentordecree ofacourtorcourtshavingcompetentjurisdictionorpursuanttoaproceedingbyacourt-appointedreceiver. Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION5.02.Application of Proceeds.The Administrative Agent shall apply the proceeds,totheextentreceivedbyitfortheaccountoftheSecuredParties,of anyGuaranteeshereunderor anycollection,sale,foreclosureorotherrealizationuponanyCollateral,includinganyCollateralconsisting of cash, in accordance with the terms of Section 7.04 of the Credit Agreement.

Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent orof the officer making the saleshallbeasufficientdischargetothepurchaserorpurchasersoftheCollateralsosoldandsuchpurchaser orpurchasersshall not beobligatedtoseetotheapplicationofanypart ofthepurchasemoneypaidoverto the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.The GrantorsshallremainliableforanydeficiencyiftheproceedsofanysaleordispositionoftheCollateralare insufficienttopayallSecuredObligations,includinganyattorneys’feesandotherexpensesincurredbythe AdministrativeAgentoranyotherSecuredPartytocollectsuchdeficiency.Notwithstandingtheforegoing, the proceeds of any collection, sale, foreclosure or other realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligations of such Grantor and shall instead be applied to other Secured Obligations.

SECTION5.03.Grant of License to Use Intellectual Property.For the purpose of enablingtheAdministrativeAgenttoexerciserightsandremediesunderthisAgreementattheoptionofthe Administrative Agent, only upon the occurrence and during the continuation of an Event of Default, each Grantor,totheextentitisabletodosowithoutbreachingthetermsofanyagreementtowhichsuchGrantor is a party and without breaching applicable law, hereby grants to the Administrative Agent an irrevocable nonexclusivelicense(exercisablewithoutpaymentofroyaltyorothercompensationtotheGrantors)touse, exploit, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property and rights under Intellectual Property Licenses now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licenseditemsmayberecordedorstoredandtoallcomputersoftwareandprogramsusedforthe

compilation,printout,display,transfer,disclosure,processingorsharingthereof;provided,however,that

(x) the Administrative Agent’s right to exercise the license granted to the Administrative Agent in this Section 5.03 shall expire immediately upon the termination, waiver or cure of such Events of Default (togetherwiththeUSBorrower’s writtennoticetotheAdministrativeAgentofsuchtermination,wavieror cure (it being understood that any waiver in writing executed by the Administrative Agent and the US Borrower shall satisfy such notice obligation)) (it being further understood such license granted to the AdministrativeAgentunderthisSection5.03shallagainbeexercisablebytheAdministrativeAgentatsuch time as any separate or subsequent Event of Default has occurred and is continuing) and (y) the license grantedtotheAdministrativeAgentinthisSection5.03isgrantedonlytotheextentthatitisnotprohibited byanyruleoflaw,statuteorregulation,andisnotprohibitedby,orconstitutesabreachordefaultunderor results in the termination of any contract, license, agreement, instrument or other document evidencing, givingrisetoortheretoforegranted;provided,further,anylicensegrantedbytheAdministrativeAgenttoa third party pursuant to the license granted to the Administrative Agent in this Section 5.03 shall include reasonableandcustomarytermsandconditionsnecessarytopreservetheexistence,validityandvalueofthe affected Intellectual Property, including provisions requiring the continuing confidential handling of trade secrets, requiringthe use ofappropriate notices and prohibiting the use offalse notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyrightnoticesandrestrictionsondecompilationandreverseengineeringofcopyrightedsoftware(itbeing understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, anyother Loan Document or applicable Law, nothing in the foregoing license grant shallbeconstruedasgrantingtheAdministrativeAgentrightsinandtosuchIntellectualPropertyaboveand beyond(x)therightstosuchIntellectualPropertythateachGrantorhasreservedforitselfand(y)inthecase ofIntellectualPropertythatislicensedtoanysuchGrantorbyathirdparty,theextenttowhichsuchGrantor has theright to grant a sublicenseto such Intellectual Propertyhereunder).Forthe avoidance of doubt,the useofsuchlicensebytheAdministrativeAgentmaybeexercised,attheoptionoftheAdministrativeAgent, only upon the occurrence and during the continuance of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent with a third party in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. EachGrantorirrevocablyagreesthat,upontheoccurrenceandduringthecontinuanceofanEventofDefault, theAdministrativeAgentmaysellanyofsuchGrantor’sInventorydirectlytoanyPerson,includingPersons thathavepreviouslypurchasedtheGrantor’sInventoryfromsuchGrantor,andinconnectionwithanysuch sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory that bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor, and the Administrative Agent may finish any work in processandaffix any Trademark owned by orlicensedtosuch Grantor andsellsuch Inventory as provided herein.

SECTION5.04.SecuritiesAct.InviewofthepositionoftheGrantorsinrelationtothe Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933 as now or hereafter in effect or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the courseofconductoftheAdministrativeAgentiftheAdministrativeAgentweretoattempttodisposeofall or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same.Similarly, there may be other legalrestrictionsorlimitationsaffectingtheAdministrativeAgentinanyattempttodisposeofallorpartof the Pledged Collateral under applicable BlueSkyor otherstatesecuritieslaws orsimilarlaws analogousin purpose or effect.Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Pledged Collateral, and shall be authorized to, limitthepurchaserstothosewhowillagree,amongotherthings,toacquiresuchPledgedCollateralfortheir

ownaccountforinvestment,andnotwithaviewtothedistributionorresalethereof,anduponconsummation ofanysuchsalemayassign,transferanddelivertothepurchaserorpurchasersthereofthePledgedCollateral so sold.Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not aregistration statementforthe purpose ofregistering such Pledged Collateralor partthereof shallhave been filed under the Federal Securities Laws or, to the extent applicable, Blue Sky or other state securities laws and (b)may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale.Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions.Intheeventofanysuchsale,theAdministrativeAgentshallincurnoresponsibilityorliability for selling all or any part of the Pledged Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registrationasaforesaidorifmorethanalimitednumberofpotentialpurchasers(orasinglepurchaser)were approached.The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells.

ARTICLEVI

Indemnity,SubrogationandSubordination

SECTION6.01.Indemnity.Inadditiontoall suchrightsofindemnityandsubrogation as the Grantors may have under applicable law (but subject to Section 6.03) in respect of any payment hereunder, the US Borrower agrees that (a)in the event a payment in respect of any Secured Obligation of theUSBorrowershallbemadebyanyotherGrantorunderthisAgreement,theUSBorrowershallindemnify such other Grantor for the full amount of such payment and such other Grantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any other Grantor shall be sold pursuant to this Agreement or any other Security DocumenttosatisfyinwholeorinpartanySecuredObligationsoftheUSBorrower,theUSBorrowershall indemnifysuch other Grantor inan amount equal tothe greater of the book valueand the fairmarket value of the assets so sold.

SECTION6.02.Contribution and Subrogation. Each Grantor (a “Contributing Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Grantor hereunder in respect of any Secured Obligations, or assets of any other Grantor shall be sold pursuant to any Security Document to satisfy any Secured Obligation, and such other Grantor (the “Claiming Party”) shall not have been fully indemnified by the US Borrower as provided in Section 6.01, each Contributing Party shall indemnifyeachClaimingPartyinanamountequaltotheamountofsuchpaymentorthegreaterofthebook valueandthefairmarketvalueofsuchassets(the“IndemnifiedAmount”),asthecasemaybe,ineachcase multipliedbyafractionofwhichthenumeratorshallbethenetworthofsuchContributingPartyonthedate hereofandthedenominatorshallbetheaggregatenetworthofalltheContributingPartiesonthedatehereof (or, in the case of any Contributing Party becoming a party hereto pursuant to Section 7.13, the date of the Joinder Agreement executed and delivered by such Contributing Party).Any Contributing Party making any paymenttoa ClaimingPartypursuanttothis Section 6.02shallbe(subjecttoSection6.03) subrogated totherightsofsuchClaimingPartyunderSection6.01totheextent ofsuchpayment.Notwithstandingthe foregoing,totheextentthatanyClaimingParty’srighttoindemnificationhereunderarisesfromapayment or sale of Collateral made to satisfy Secured Obligations constituting Swap Obligations, only those Contributing Parties for whom such Swap Obligations do not constitute Excluded Swap Obligations shall

indemnifysuchClaimingParty,withthefractionsetforthinthesecondprecedingsentencebeingmodified as appropriate to provide for indemnification of the entire Indemnified Amount.

SECTION6.03.Subordination.Notwithstanding any provision of this Agreement tothe contrary, all rights of the Grantors of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the Payment in Full of all the Secured Obligations (other than contingent obligations not then payable and Letters of Credit which have been backstopped or cash collateralizedontermsandpursuanttoarrangementsreasonablysatisfactorytotheapplicableIssuingBank). No failure on the part of the US Borrower or any other Grantor to make any payments of indemnity or contribution (or any other payments required under applicable law or otherwise) shall in any respect limit theobligationsandliabilitiesofanyGrantorwithrespecttoitsobligationshereunder,andeachGrantorshall remain liable for the full amount of the obligations of such Grantor hereunder.

SECTION6.04.Standards for Exercising Remedies. To the extent that applicable law imposesdutiesontheAdministrativeAgenttoexerciseremediesinacommerciallyreasonablemanner,each GrantoracknowledgesandagreesthatitisnotcommerciallyunreasonablefortheAdministrativeAgent:(a) tofailtoincurexpensesreasonablydeemedsignificantbytheAdministrativeAgenttoprepareanyCollateral for disposition or otherwise to complete raw material for work-in-process into finished goods or other finished products for disposition; (b) except as required by applicable law, to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or if not required by other law, to fail to obtaingovernmentalorthirdpartyconsentsforthecollectionordispositionoftheCollateraltobecollected ordisposedof;(c)tofailtoexercisecollectionremediesagainstAccountDebtorsorotherpersonsobligated on Collateral or to remove liens on or any adverse claims against the Collateral; (d) to exercise collection remedies against Account Debtors and other persons obligated on Collateral directly or through the use of collection agencies and other collection specialists; (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature; (f) to contact other persons, whether or not in the same business as a Grantor, for expressions of interest in acquiringalloranyportionoftheCollateral;(g)tohireoneormoreprofessionalauctioneerstoassistinthe dispositionofCollateral,whetherornottheCollateralisofaspecializednature;(h)todisposeofCollateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral, that havethereasonablecapabilityofdoingso,andthatmatchbuyersandsellersofassets;(i)todisposeofassets in wholesale rather than retail markets; (j) to disclaim disposition warranties; (k) to purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide the Administrative Agent a guaranteed return from the collection or disposition of Collateral; (l) to the extent deemed appropriate by the Administrative Agent, to obtain the services of brokers, investment bankers, consultants and other professionals (including the Administrative Agent and its affiliates) to assist the Administrative Agent in the collection or disposition of any of the Collateral; or

(m) to comply with any applicable state or federal law requirement in connection with the disposition or collection of the Collateral.Each Grantor acknowledges that this Section is intended to provide non-exhaustiveindicationsofwhatactionsoromissionsbytheAdministrativeAgentwouldnotbecommercially unreasonableintheAdministrativeAgent’sexerciseofremediesagainsttheCollateralandthatotheractions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely by not being included in this Section.Without limitation upon the foregoing, nothing contained in this Section shallbeconstruedtograntanyrightstoanyGrantorortoimposeanydutiesupontheAdministrativeAgent

that wouldnot have been granted or imposed bythisAgreement orby applicable lawin the absence ofthis Section.

ARTICLEVII

Miscellaneous

SECTION7.01.Notices. All notices and other communications hereunder shall be in writing and given as provided in Section9.01 of the Credit Agreement.All communications and notices hereunder to any Subsidiary Loan Party shall be given to it in care of the US Borrower as provided in Section 9.01 of the Credit Agreement.

SECTION7.02.Waivers; Amendment.No failure or delay by the Administrative Agent,anyIssuingBankoranyLenderinexercisinganyrightorpowerhereunderorunderanyotherLoan Document shall operate as a waiver thereof except as expressly provided herein or in any other Loan Document, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.The rights and remedies of the Administrative Agent, the Issuing BanksandtheLendershereunderandundertheotherLoanDocumentsarecumulativeandarenotexclusive ofanyrightsorremediesthattheywouldotherwisehave.NowaiverofanyprovisionofthisAgreementor consenttoanydeparturebyanyGrantorfromanyprovisionofthisAgreementshallinanyeventbeeffective unless the same shall be permitted by Section7.02(b), and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.Without limiting the generality of the foregoing, the execution and delivery of this Agreement, the making of a Loan or the issuance of a Letterof Creditshall not beconstruedasa waiver of any Default,regardless of whethertheAdministrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(a)

Except as provided in Sections 7.13and 7.14, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Grantor or Grantors with respect to which such waiver,amendmentor modification is to apply, subject to any consentrequired inaccordancewith Section 9.02 of the Credit Agreement.

(b)

This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.

SECTION7.03.Administrative Agent’s Fees and Expenses; Indemnification.Each Grantor(otherthantheUSBorrower),jointlywitheachotherGrantorandseverally,agreestoreimbursethe Administrative Agent for its reasonable and documented in reasonable detail out‑of‑pocket expenses incurred hereunder as provided in Section 9.03(a) of the Credit Agreement as if the first reference in such Section to “the US Borrower” were a reference to such Grantor.

(a)

Each Grantor (other than the US Borrower), jointly with each other Grantor and severally, agrees to indemnify and hold harmless each Indemnitee as provided in Section 9.03(c) of the Credit Agreement as if the first reference in such Section to “the US Borrower” were a reference to such Grantor.

(b)

Any amounts payable as provided in Section7.03(a) or 7.03(b)shall be additional SecuredObligationssecuredherebyandbytheotherSecurityDocuments.Allamountsdueunder Section 7.03(a) or 7.03(b) shall be payable promptly after written demand therefor.

(c)

To the fullest extent permitted by applicable law, (i) no party to this Agreement shall assert, and each such party hereby waives, any Liabilities against any other party hereto and/or any RelatedPartyofanyoftheforegoingPersons,onanytheoryofliability,forspecial,indirect,consequential orpunitivedamages(asopposedtodirectoractualdamages)arisingoutof,inconnectionwith,orasaresult of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby,theTransactions,anyLoanoranyLetterofCreditortheuseoftheproceedsthereof,except,inthe case of any claim by any Indemnitee against any Grantor, to the extent such damages would otherwise be subjecttoindemnificationasprovidedinSection7.03(b)hereoforSection9.03(c)oftheCreditAgreement and(ii)theGrantorsshallnotassert,andeachGrantorherebywaives,anyclaimagainstanyLender-Related Person for any Liabilities arising from the use by others of any information or other materials (including, withoutlimitation,anypersonaldata)obtainedthroughtelecommunications,electronicorotherinformation transmission systems (including the Internet) in connection with this Agreement unless determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, such Lender-Related Person.

(d)

BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED HEREBY, EACH SECURED PARTY SHALL BE DEEMED TO HAVE ACKNOWLEDGED THE PROVISIONS OF ARTICLE VIII OF THE CREDIT AGREEMENT AND AGREED TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREIN.

SECTION7.04.SuccessorsandAssigns.Whenever in thisAgreementany ofthe parties heretoisreferredto,suchreferenceshall bedeemedtoincludethepermitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION7.05.SurvivalofAgreement.Allcovenants,agreements,representations and warrantiesmade bythe Grantorsinthis Agreement oranyother Loan Document andin the certificates orotherinstrumentsdeliveredinconnectionwithorpursuanttothisAgreementoranyotherLoanDocument shall be considered to have been relied upon by the Administrative Agent, the Arrangers, the Lenders and the Issuing Banks and shall survive the execution and delivery of this Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by or on behalf of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Lenders and the Issuing Banks and notwithstanding that the Administrative Agent, any Arranger, the Syndication Agent, the Documentation Agents, any Lender, any Issuing Bank or any Affiliateofanyoftheforegoingmay have had noticeorknowledgeofany Default or EventofDefault or incorrect representation or warranty at the time any Loan Document is executed and delivered or any credit is extended under the Credit Agreement, and, subject to Section 9.05 of the Credit Agreement, shall continueinfullforceandeffectuntilPaymentinFullofalloftheSecuredObligations(otherthancontingent obligations not then payable and Letters of Credit which have been backstopped or cash collateralized on termsandpursuanttoarrangementsreasonablysatisfactorytotheapplicableIssuingBank).Theprovisions of Sections2.06, 2.09 and 2.10 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated by the Loan Documents, the repayment of the Loans, the expirationortermination ofthe Letters of Credit and the Commitments, Paymentin Full orthe termination

of this Agreement or any provision hereof, but, in each case, and for the avoidance of doubt, on the terms set forth in such provisions.

SECTION7.06.Counterparts; Effectiveness; Electronic Execution.This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Grantor and the AdministrativeAgentandtheirrespectivesuccessorsandpermittedassigns,andshallinuretothebenefitof such Grantor, the Administrative Agent and the other Secured Parties and their respective successors and permitted assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunderoranyinteresthereinorintheCollateral(andanyattemptedassignmentortransferbyanyGrantor shall be null and void), except as expressly provided in this Agreement and the Credit Agreement.

(a)

Delivery of an executed counterpart of a signature page of this Agreement or any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any noticedeliveredpursuanttoSection7.01),certificate,request,statement,disclosureorauthorizationrelated to this Agreement and/or the transactions contemplated hereby (each, an “Ancillary Document”) that is an ElectronicSignaturetransmittedbyfaxorbyemailasa“.pdf”or“.tif”attachmentthatreproducesanimage ofanactualexecutedsignaturepageshallbeeffectiveasdeliveryofamanuallyexecutedcounterpartofthis Agreement or such Ancillary Document, as applicable.The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (includingdeliveriesbyfaxorbyemailasa“.pdf”or“.tif”attachmentthatreproducesanimageofanactual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manuallyexecutedsignature,physicaldeliverythereofortheuseofapaper-basedrecordkeepingsystem,as the case may be; providedthat nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; providedfurther, without limiting the foregoing, (i) to the extent the Administrative Agent and each Grantor has agreed to accept any Electronic Signature, the Administrative Agent, each of the Lenders and eachGrantorshallbeentitledtorelyonsuchElectronicSignaturepurportedlygivenbyoronbehalfofany Lender or any Grantor without further verification thereof and without any obligation to review the appearance orformofanysuch Electronic Signatureand (ii) upontherequest of the Administrative Agent, anyLenderortheUSBorrower,anyElectronicSignatureshallbepromptlyfollowedbyamanuallyexecuted counterpart.Without limiting the generality of the foregoing, each party hereto hereby (A)agrees that, for all purposes, including, without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Grantors,ElectronicSignaturestransmittedbyfaxorbyemailasa“.pdf”or“.tif”attachmentthatreproduces an image of an actual executed signature page and/or any electronic images of this Agreement and/or any AncillaryDocumentshallhavethesamelegaleffect,validityandenforceabilityasanypaperoriginal,

(B)agrees that the Administrative Agent, each Lender and each Grantor may, at its option, create one or more copies of this Agreement and/or any Ancillary Document in the form of an imaged electronic record in any format,which shallbe deemed createdintheordinary course of such Person’s business, anddestroy theoriginalpaperdocument(andallsuchelectronicrecordsshallbeconsideredanoriginalforallpurposes andshallhavethesamelegaleffect,validityandenforceabilityasapaperrecord),(C) waivesanyargument, defenseorrighttocontestthelegaleffect,validityorenforceabilityofthisAgreementand/oranyAncillary Document based solely on the lack of paper original copies of this Agreement and/or such Ancillary Document, respectively, including with respect to any signature pages thereto, and (D) waives any claim against any other party hereto for any Liabilities arising solely from the Administrative Agent’s, any Lender’soranyGrantor’srelianceonoruseofElectronicSignaturesand/ortransmissionsbyfaxorbyemail

asa“.pdf”or“.tif”attachmentthatreproducesanimageofanactualexecutedsignaturepage,includingany Liabilities arising as a result of the failure of the Administrative Agent, any Lender and/or any Grantor to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

SECTION7.07.Severability.Totheextentpermittedbyapplicablelaw,anyprovision ofthisAgreementheldtobeinvalid,illegalorunenforceableinanyjurisdictionshall,astosuchjurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legalityandenforceabilityoftheremainingprovisionshereof;andtheinvalidityofaparticularprovisionin aparticularjurisdictionshallnotinvalidatesuchprovisioninanyotherjurisdiction.Thepartiesheretoshall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.

SECTION7.08.Right of Setoff.If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank, and each Affiliate of any of the foregoing, is hereby authorized at anytimeandfromtimetotime,tothefullest extentpermittedbyapplicablelaw,toset off andapplyany and alldeposits(generalorspecial, timeordemand,provisional orfinal) or otheramountsat anytimeheld andotherobligations(inanycurrency)atanytimeowingbysuchLender,IssuingBankorAffiliatetoorfor the credit or the account of any Grantor against any of and all the obligations then due of any Grantor now or hereafter existing under this Agreement or any other Loan Document held by such Lender or Issuing Bank, irrespective of whether or not such Lender or Issuing Bank shall have made any demand under this AgreementoranyotherLoanDocumentandalthoughsuchobligationsofanyGrantorareowedtoabranch, officeorAffiliateofsuchLenderorsuchIssuingBankdifferentfromthebranch,officeorAffiliateholding suchdepositorobligatedonsuchindebtedness;providedthat,intheeventthatanyDefaultingLendershall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the AdministrativeAgentforfurtherapplicationinaccordancewiththeprovisionsofSection 2.20oftheCredit Agreement and,pendingsuch payment,shall be segregatedbysuchDefaulting Lenderfromitsotherfunds anddeemedheldintrustforthebenefitoftheAdministrativeAgentandtheLendersand(b) theDefaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations of any Grantor owing to such Defaulting Lender as to which it exercised such right of setoff; providedfurtherthat no amounts received from, or set off with respect to, any Subsidiary Loan Party shall beappliedtoanyExcludedSwapObligationsofsuchSubsidiaryLoanParty.TherightsofeachLenderand Issuing Bank, and each Affiliate of any of the foregoing, under this Section 7.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank or Affiliate may have. Each Lender and Issuing Bank shall notify the US Borrower and the Administrative Agent promptly after anysuchsetoffandapplication;providedthatthefailuretogiveoranydelayingivingsuch noticeshallnot affect the validity of such setoff and application.

SECTION7.09.Governing Law; Jurisdiction; Consent to Service of Process.This Agreement, and any Proceeding (whether in tort, in contract, at law or in equity or otherwise) based upon, arisingoutoforrelatedtothisAgreement,shallbegovernedby,andconstruedandinterpretedinaccordance with, the laws of the State of New York.

(a)

Eachpartyheretoherebyirrevocablyandunconditionallysubmits,foritselfandits property, tothejurisdictionof any United States Federal or New York State court sitting inthe Borough of Manhattan, in the City of New York (or any appellate court therefrom) over any Proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment,andeachpartyheretoherebyirrevocablyandunconditionallyagreesthatallclaimsarisingoutof or relating to this Agreement or any other Loan Document brought by it or any of its Affiliates shall be brought,andshallbeheardanddetermined,exclusivelyinsuchUnitedStatesFederalcourtor,ifsuchcourt

shall not have subject matter jurisdiction, such NewYork State court.Each partyhereto agreesthat a final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.Nothing in this Agreement shall affect any right that the Administrative Agent may otherwise have to bring any Proceeding relating to this Agreement or any other Loan Document against any Grantor or any of its propertiesin the courts of any otherjurisdiction solely in connection with the exercise of its rights under any Security Document.

(b)

Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any ProceedingarisingoutoforrelatingtothisAgreementoranyotherLoanDocumentinanycourtreferredto in Section7.09(b).Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicablelaw,anyclaimordefenseofaninconvenientforumtothemaintenanceofsuchProceedinginany such court.

(c)

Each party to this Agreement hereby irrevocably consents to service of process in themanner providedfornoticesin Section7.01.Eachparty hereto waives any objectiontosuchserviceof process and further irrevocably waives and agrees not to plead or claim in any Proceeding commenced hereunder or under any other Loan Document that service of process was invalid and ineffective.Nothing inthis Agreement or anyother Loan Documentwillaffect therightofany partyto this Agreementtoserve process in any other manner permitted by applicable law.

SECTION7.10.WAIVER OF JURY TRIAL.EACH PARTY HERETO HEREBY IRREVOCABLYWAIVES,TOTHEFULLESTEXTENTPERMITTEDBYAPPLICABLELAW,ANY RIGHTITMAYHAVETOATRIALBYJURYINANYPROCEEDINGDIRECTLYORINDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,TORTORANYOTHERTHEORY).EACHPARTYHERETO(A) CERTIFIESTHATNO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THEEVENTOFLITIGATION,SEEKTOENFORCETHEFOREGOINGWAIVERAND

(B)ACKNOWLEDGESTHATITANDTHEOTHERPARTIESHERETOHAVEBEENINDUCEDTO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.

SECTION7.11.Headings. ArticleandSectionheadingsandtheTableofContentsused herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION7.12.Security Interest Absolute.All rights of the Administrative Agent hereunder, the Security Interest, the grant of asecurityinterestin the Pledged Collateraland allobligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceabilityoftheCreditAgreement,anyotherLoanDocument,anyagreementwithrespecttoanyofthe Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change inthetime,mannerorplaceofpaymentof,orinanyothertermof,alloranyoftheSecuredObligations,or anyotheramendmenttoorwaiverof,oranyconsenttoanydeparturefrom,theCreditAgreement,anyother Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrumentrelatingtoanyoftheforegoing,(c) anyexchange,releaseornon-perfectionofanyLienonother collateral securing, or any release or amendment to, or waiver of or consent under or departure from, any guaranteesecuringorguaranteeing,alloranyoftheSecuredObligationsor(d) anyothercircumstancethat might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured ObligationsorthisAgreement(otherthanadefenseofPaymentinFullofalltheSecuredObligations(other

than contingent obligations not then payable and Letters of Credit which have been backstopped or cash collateralized on terms and pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank)).

SECTION7.13.TerminationorRelease.ThisAgreement,theGuaranteesmadeherein, the Security Interest and all other security interests granted hereby and all obligations of each Grantor hereunder shall automatically terminate and be automatically released upon Payment in Full of all of the Secured Obligations (other than contingent obligations not then payable and Letters of Credit which have been backstopped or cash collateralized on terms and pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank).

(a)

The Guarantees made herein, the Security Interest and all other security interests grantedherebyandallobligationsofeach Grantorhereunder shallalso beautomaticallyreleased(in whole or in part) at the time or times and in the manner set forth in Section 8.07 or 9.21 of the Credit Agreement.

(b)

InconnectionwithanyterminationorreleasepursuanttoSection7.13(a)or7.13(b), the Administrative Agent shall promptly execute and deliver to the relevant Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release (andthe AdministrativeAgentshallbepermittedtorequestandrely onacertificate oftherelevant Grantor certifying such release or termination is permitted thereby).Any execution and delivery of any document pursuant to this Section 7.13 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

SECTION7.14.AdditionalSubsidiaryLoanParties. PursuanttotheCreditAgreement, certainSubsidiariesnotapartyheretoonthedatehereofarerequired to,ormay,enterintothisAgreement. Upon the execution and delivery by the Administrative Agent and any such Subsidiary of a Joinder AgreementandPerfectionCertificateSupplement,suchSubsidiaryshallbecomeaLoanParty,Grantorand a Subsidiary Loan Party hereunder, and such Perfection Certificate Supplement shall be incorporated into eachreferencetothePerfectionCertificateherein,ineachcase,withthesameforceandeffectasiforiginally named as such herein.The execution and delivery of any Joinder Agreement and/or Perfection Certificate SupplementshallnotrequiretheconsentofanyotherGrantorhereunder.Therightsandobligationsofeach Grantor hereunder shall remain in full force and effect notwithstanding the addition of any additional Subsidiary Loan Party as a party to this Agreement.

SECTION7.15.AdministrativeAgentAppointedAttorney-in-Fact.EACHGRANTOR HEREBYIRREVOCABLYCONSTITUTESANDAPPOINTSTHE ADMINISTRATIVE AGENT AND ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE ANDLAWFULATTORNEY-IN-FACTWITHFULLIRREVOCABLEPOWERANDAUTHORITYIN THE NAME OF SUCH GRANTOR OR IN ITS OWN NAME, TO TAKE ANY AND ALL ACTIONS ANDTOEXECUTEANYANDALLDOCUMENTATIONWHICHTHEADMINISTRATIVEAGENT AT ANY TIME WHEN AN EVENT OF DEFAULT EXISTS AND IS CONTINUING DEEMS NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH GRANTOR HEREBY GIVESTHE ADMINISTRATIVE AGENT THE POWERANDRIGHT ON ITSBEHALF AND INTHE ADMINISTRATIVEAGENT’SOWNNAMETODOANYOFTHEFOLLOWINGWHENANEVENT OFDEFAULTEXISTSANDISCONTINUING,WITHNOTICETOTHEUSBORROWERBUT

WITHOUT THE CONSENT OF ANY GRANTOR:(a) to demand, sue for, collect or receive, in the applicable Grantor’s name or in the Administrative Agent’s own name, any money or property at any time payable or receivable on account of or in exchange for any of the Collateral and, in connection therewith, endorse checks, notes, drafts, acceptances, money orders, documents or any other instruments for the payment of money under the Collateral or any policy of insurance; (b) to pay or discharge taxes, Liens or

other encumbrances levied or placed on or threatened against the Collateral; (c) to direct Account Debtors andanyotherpartiesobligatedontheCollateraltomakepaymentofanyandallmoniesdueandtobecome duethereunderdirectlyto,orotherwiserenderperformancetoorforthebenefitof,theAdministrativeAgent or as the Administrative Agent shall direct, and to receive payment of and receipt for any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral;

(d)

to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, proxies, stock powers, verifications and notices in connection with the Collateral; (e) to commence and prosecuteany suit, action or proceeding at law orin equityin anycourt of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral (including any Liens or any supporting obligation securing or supporting the payment thereof),andtodefendanysuit,actionorproceedingbrought againstitwithrespecttoanyCollateral;(f)to settle,compromiseoradjustanysuit,actionorproceedingdescribedaboveand,inconnectiontherewith,to givesuchdischargesorreleasesastheAdministrativeAgentmaydeemappropriate;(g)toexchangeanyof the Collateral for other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms as the Administrative Agentmaydetermine;(h)toaddorreleaseanyguarantor,endorser, surety or other party to any of the Collateral; (i) to renew, extend or otherwise change the terms and conditions of any of the Collateral; (j) to grant or issue any exclusive or nonexclusive license under or with respect to any of the Intellectual Property included in the Collateral (subject to the rights of any Person under pre-existing Intellectual Property Licenses or other agreements); (k) to endorse the applicable Grantor’s name on all applications and other documentation necessary or desirable in order for the Administrative Agent to use any of the Intellectual Property included in the Collateral; (l) to make, settle, compromise or adjust any claimsunderorpertainingtoanyoftheCollateral(includingclaimsunderanypolicyofinsurance);and(m) to sell, transfer, pledge, convey, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for allpurposes,andtodo,attheAdministrativeAgent’soptionandtheGrantor’sexpense,atanytime,orfrom time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve, maintain, or realize upon the Collateral and the Administrative Agent’s security interest therein.THIS POWER OF ATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.13.

[SignaturePagesFollow]

SIGNATUREPAGETOGUARANTEEANDCOLLATERALAGREEMENT

INWITNESS WHEREOF, thepartieshereto havedulyexecuted thisAgreement as of the day and year first above written.

ADTRANHOLDINGS,INC.,

by /s/ Timothy Santo

Name:Timothy Santo

Title:Chief Financial Officer

ADTRAN,INC.,

by /s/ Timothy Santo

Name:Timothy Santo

Title:President and Chief Financial

Officer

S!GNATURE PAGETOGUARANTEEANDCOLLATERALAGREEMENT

ADTRANINTERNATIONAL,INC.,

by /s/ Timothy Santo

Name:Timothy Santo

Title:Chief Financial Officer,

Vice President, Secretary,

and Treasurer

ADTRANNETWORKS WORLDWIDE, INC.,

by /s/ Timothy Santo

Name:Timothy Santo

Title:Vice President, Secretary,

and Treasurer

JPMORGANCHASEBANK,N.A.,as

AdministrativeAgent

by /s/ Christopher Austin

Name:ChristopherW.Austin

Title:AuthorizedOfficer

SignaturePagetoGuaranteeandCollateralAgreement

EX-10.2

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